Common use of Authorization; Binding Agreement Clause in Contracts

Authorization; Binding Agreement. The Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder, and constitutes a valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. The Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The Stockholder has full power and authority to execute, deliver and perform this Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder, and constitutes a valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. The Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder, and constitutes a valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws relating to creditors’ rights and general principles of equity.

Authorization; Binding Agreement. The Stockholder has full all legal capacityright, right power, authority and authority capacity to execute and deliver this Agreement and Voting Agreement, to perform the Stockholder’s his, her or its obligations hereunder hereunder, and to consummate the transactions contemplated hereby. This Voting Agreement has have been duly and validly executed and delivered by or on behalf of the StockholderStockholder and, assuming the due authorization, execution and constitutes delivery of this Voting Agreement by Parent, constitute a legal, valid and binding obligation of the Stockholder Stockholder, enforceable against the Stockholder in accordance with its terms, their terms (subject to the General Enforceability Exceptions).

Authorization; Binding Agreement. The Such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform the such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. Such Stockholder has full power and authority to execute, deliver and perform this Agreement. This Agreement has been duly and validly executed and delivered by the such Stockholder, and constitutes a valid and binding obligation of the Stockholder enforceable against the such Stockholder in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. The Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder, and constitutes a valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to creditors’ rights and general principles of equity.

Authorization; Binding Agreement. The Such Stockholder has full legal capacity, right power and authority to execute execute, deliver and deliver perform this Agreement and to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder, such Stockholder and constitutes a valid and binding obligation of the such Stockholder enforceable against the such Stockholder in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception.

Authorization; Binding Agreement. The Stockholder has full all legal capacityright, right power, authority and authority capacity to execute and deliver this Agreement and Voting Agreement, to perform the Stockholder’s his, her or its obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby. This Voting Agreement has have been duly and validly executed and delivered by or on behalf of the StockholderStockholder and, assuming the due authorization, execution and constitutes delivery of this Voting Agreement by Purchaser, constitute a legal, valid and binding obligation of the Stockholder Stockholder, enforceable against the Stockholder in accordance with its their terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. The Stockholder has full legal capacity, right and authority to execute execute, deliver and deliver perform this Agreement and to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder, and constitutes a valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms, subject to the Enforceability Exceptionseffects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authorization; Binding Agreement. The Each Stockholder has full legal capacity, right the requisite power and authority to execute execute, deliver and deliver comply with his or her obligations under this Agreement and to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder, such Stockholder and constitutes a valid valid, legal and binding obligation of the such Stockholder enforceable against the such Stockholder in accordance with its terms, subject to the Enforceability ExceptionsExceptions and except as the federal securities laws may require that a tender offer permit withdrawal.

Authorization; Binding Agreement. The Stockholder Such Equityholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform the Stockholdersuch Equityholder’s obligations hereunder and to consummate the transactions contemplated hereby. Such Equityholder has full power and authority to execute, deliver and perform this Agreement. This Agreement has been duly and validly executed and delivered by the Stockholdersuch Equityholder, and constitutes a valid and binding obligation of the Stockholder such Equityholder enforceable against the Stockholder such Equityholder in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. The Stockholder has full legal capacity, right power and authority to execute execute, deliver and deliver perform this Agreement and to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by the Stockholder, and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms, terms (subject to the Enforceability ExceptionsBankruptcy, Equity and Indemnity Exception).